Return To The Spider-Verse
by Plumcicle
Summary: A few months had passed, and they all missed each other. But they knew it was impossible to see each other again. That is until Peni makes an amazing new invention. What's supposed to be a nice meetup goes downhill faster than anyone ever thought was possible. Cover art by PotterzillaSeries.
1. Reunited

Peni Parker missed her friends from the other dimensions. She wanted to see them again so much that it hurt, but she knew that was impossible. They couldn't all be in the same dimension without five out of the six of them dying, depending on who's dimension it was. So, all she could do was think about them.

But then, an idea began to form in her mind. An idea that she wasn't sure would work, but knew she had to try anyways. She immediately hopped into her chair, which had wheels on it and allowed her to spin around. It rolled over to her desk and she grabbed a pen, immediately starting to draw out some blueprints, which she would scan over and download them into SP/dr.

This was her last shot of seeing her friends again.

* * *

Gwen had just finished up a band practice, which she was glad to get back to. Her friends had been wondering where she had gone off to and she lied to them, saying she had been sick when she was really in another dimension. Thankfully, her friends bought it.

She set her bag onto the ground and went over to sit on her bed, ready to relax for the night. But then a portal opened up with blinding hot pink particles surrounding it and out jumped Peni Parker, sitting on top of her SP/dr robot.

"Gwen!" She said, leaping off of the robot with speed Gwen didn't know a child could have. "It worked!" She cheered, wrapping her arms around Gwen's waist. Gwen was shocked that Peni was even here. In her dimension. Right now.

"Peni? How the heck did you get here?" Gwen asked, astonished. Peni opened her mouth to explain, but wasn't entirely sure if Gwen would be able to understand all of the science and engineering involved with it.

"Well, first I had to make a device that I was sure would allow me to travel to other dimensions, then I had to make something that would protect my atoms from glitching," she said. She lifted up her wrist and around it was a shiny blackish gray bracelet with a pink glowing thing that was either a button or screen in the middle. "I made one for you and the others," she said, holding out another blackish gray bracelet but instead of pink it had white.

Gwen slid it onto her wrist, surprised by how well it fit. "So, you said others, right?" Gwen asked. Peni nodded. "Well, how about we go get them?"

Peni grinned and nodded, her eyes sparkling more than they already were, which Gwen didn't think was possible.

"Come on! We'll contact Miles first."

* * *

It had only been a few months since he had sent the other Spider-People back to their dimensions and Miles had been having a hard time finding out how to balance out his school life, his family life, and his life of being Spider-Man. He loved stopping crime and saving the city, but he also soon discovered that doing all of that sacrificed his sleep and school work, which wasn't something he could really afford to do.

So his roomate Ganke Lee, being the amazing friend he was, had offered to do the work Miles missed out on. Miles seriously didn't know how he could repay the guy. Ganke just said that he would let him know when he wanted something in return, which he still couldn't figure out what.

Right now, Miles was having a pretty normal day. He had done his homework, sent a text to his parents telling them he loved them, and he had stopped a few guys from robbing a bank, nothing special. Ever since Kingpin, he hadn't fought any major supervillains. He was kind of glad, because he had been terrified when he fought Kingpin and if his dad hadn't been there to inspire him, he most likely would've died, which wouldn't have been a good thing.

Whenever he thought about Kingpin and the Collider, his thoughts often drifted towards Peter, Noir, Ham, Peni, and especially Gwen. He smiled softly to himself at the thought of his friends. The Spider-Gang sure had one heck of an adventure, and without them, he would've never become Spider-Man. He would always be grateful to them for that.

Currently, he was lying down on his bed with his eyes closed, listening to music when a portal began to open up above him, the blue and pink particles swirling around.

 _Miles!_

He could've sworn he heard something.

 _Miles!_

Was he imagining it?

 _MILES!_

Nope, it was real. And he knew that voice. Smiling, he opened up his eyes to see Gwen's face.

"Got a minute?" She asked with a smile tugging at her lips.

Miles pushed himself up into a sitting position, his head tilting upwards to look at Gwen. "Well, I don't have anything else going on, so I guess so."

Grinning, Gwen reached through the portal and pulled Miles through into her dimension.

* * *

Peter Porker had a great life. Fighting Dr. Octopussycat, defeating Ducktor Doom, slamming Kingpig into the ground (which was a lot more fun after the events of Miles' dimension). Yeah, life couldn't be better.

Well, maybe it could. The occasional chat with his friends would be nice, but he knew that was impossible. Sometimes he wondered if Miles had actually kept the hammer and if it actually fit in his friends' pocket like he said it would.

The logic of Miles' dimension had to be different than his, so he doubted it would. But, he supposed he would never find out.

He was in the middle of trying to catch a flower, which had somehow grown legs. He wanted to take a picture of it for the newspaper, but it just wouldn't stay still. He was getting annoyed by having to chase the little bugger around when a portal opened up in front of him, revealing three familiar faces.

"Well, whaddya' know? Look who it is!" He said, running up to them. "I didn't think that I'd see you three again!" He exclaimed.

Miles smiled. "Yeah, that's what I thought, but then Peni surprised us," he said and held up his wrist which had a bracelet like the other two, except it was a dark red.

Ham snapped one onto his own wrist, and it was blue.

"Great! Now, let's go get Sweatpants-Peter!" Peni announced.

Ham couldn't help but laugh at the nickname.

* * *

Peter B. Parker was really improving his life. He was cutting back on the junk food, helping people, and most importantly, trying to reconnect with MJ. And, it was going pretty smooth. Sure, it had been hard in the beginning, but they were talking more, and he had told her everything about his adventure into Miles' dimension, which she was still having a hard time believing.

But, with enough storytelling, he was beginning to convince her. He told her about how the Peter Parker of that world was dead. He told her about the other Spider-People. He told her about Miles, the kid who had gotten his life back on track. The kid who had convinced him that he wanted kids.

Even though MJ wanted to meet Miles, he had to explain to her why she couldn't, and she thankfully understood. But, he told her that hopefully one day, she would meet him. And, she believed him.

But the more he thought about Miles, the more worried he got. Had the kid been able to defeat Kingpin? He must've since his dimension hadn't destroyed itself yet. But still, he couldn't shake the image of Miles lying down on the ground, his bones broken because of Kingpin's fists. The image haunted him and he couldn't get rid of the possibility of it happening. But he had to hope for the best.

It just killed him that there was no way to make sure Miles had pulled through.

So, Peter wasn't expecting a portal to appear out of nowhere, which brought back way too many memories of getting sucked into a vortex and slammed across the Brooklyn in Miles' dimension. But, he felt relieved when he saw who was waiting on the other side of it.

Miles looked at him and smiled. "So," he began to say. "Does Spider-Man wear a cape yet?"

Peter shook his head and laughed. "Still a no, kid."

* * *

Peter Benjamin Parker had to admit that he wasn't as happy as he should be when he returned back to his home dimension. Everything here compared to Miles' dimension was so dull, so dark, and Miles' dimension was filled with life and color.

He envied that.

He always told himself to not get too attached to people, because they would a) stab you in the back. Or b) you could lose them, and Peter couldn't afford to lose any more people. So, he always told himself to close his feelings off to the world.

But, when he got transported to another dimension, he got attached to people again. People he would only see once and no more.

And, he had taken the cube thing with him, which would always serve as a reminder. He had been worried the color would fade when he took it back, but it never had. Maybe it wouldn't, he wasn't sure.

Right now, Peter was tired. It had been a long day of stopping criminals and beating up Nazis, so he just wanted to sleep, even though the possibility of something terrible happening at night always nagging at the back of his mind.

And if something did happen, what if it was his fault? He was about to take his mask off and call it a night when he sensed something behind him and he quickly pulled the mask back on, spinning around to see what it was.

When he saw it was a portal, a faint glimmer of hope formed in his mind, but he didn't want to let it grow, just in case it wasn't who he thought it was.

Somehow, he wasn't sure how, but it was them. They were really right there and he never thought he'd be happier.

Peni, Miles, Peter B, and Porker were all there, waiting for him.

The Spider-Gang was officially back together.

* * *

With Aunt May's permission, of course, they had decided to make her house and the Spider-Cave their hangout area, or whatever you wanted to call it. She always made sure that there were never any creepy stalker fans who wanted to snap a photo to get proof of the other spider-people, which the press still hadn't confirmed the existence of. Maybe they were still as confused as the city, especially since the others (besides Miles Morales) had never been spotted again. Which was a little suspicious, to say the least.

Aunt May had been thrilled to see them all again. She checked over all three of her nephews, even if they were from other dimensions. It didn't make any difference to her, pig or not.

Right now, there was a podcast playing over the radio, talking about the mysterious group of spiderlings that had appeared.

 _The press won't talk about it, they try to keep it from us, but we know the truth. There's more than just one Spider-Man, and maybe the ones we saw were just a few. Just imagine, thousands of Spider-Men and Spider-Women, all protecting their own worlds. The press has been tangled in a web of lies for years now, and we won't accept it anym-_

Aunt May shut off the radio, annoyed. "Geez, they've been talking about you all for months. You'd think they would have let it go by now," she said. "These people just can't seem to move on."

Peter looked over at the now-muted radio. "It's been months," he said. "At least for me, anyways. I'm not exactly sure how time really works in other dimensions," he added.

"Time's a tad bit nonexistent for my dimension," Porker said.

"Duly noted."

"The people of New York just don't like to move on," Noir pointed out. "I would've figured we would all know that by now."

"Well, I've been telling them that I am the only superhero in charge of protecting Brooklyn, but you know, people are stubborn," Miles said with a shrug.

Peni raised an eyebrow. "In my dimension, they would've gotten over a bunch of spider-people roaming around ages ago!" She exclaimed. She threw a piece of pink bubblegum in her mouth, she had gotten from a jar that sat inside of her SP/dr suit.

Gwen huffed. "Well, our dimensions are only in the year 2018 or 2019," Noir coughed. "Most of our dimensions," she added. "We aren't in the future like yours."

Peni smiled sheepishly. "Sorry, I guess I just forget sometimes."

Noir ruffled her hair and smiled underneath his mask. "It's not a problem, kid." Peni smiled at him and jumped up, wrapping her hands around his arm. At first, he wasn't sure what it was, but then he realized it was a hug. Peter B. snorted in laughter when he saw how awkward and unsure Noir looked, which caused Noir to shoot him a look and what might've been a glare, but Peter couldn't tell because of the mask.

Miles smirked at the interaction between the two, or well, three if you counted Peni, who was oblivious to what was going on between the two Peters.

"So, what kind of new supervillains have tried to kill you guys?" Miles asked, changing the subject. The Spiderlings turned their attention towards him. "Kingpin and his goons are still in jail, so I don't have to worry about them. I don't know what happened to Doc Ock though. I never found her after a truck crashed into her."

"Yeah, she's probably dead," Peter said. "Anyways, I fought Rhino a few times, who no matter how many times I beat him, still hasn't quit robbing banks. It's pretty annoying, but you know, I gotta live with it," he shrugged.

"It's the life of a spider-person," Gwen sighed, putting a hand on Peter's shoulder sympathetically. "Anyways, I dealt with the Vulture a few times. He just keeps coming back. First time I fought him didn't end well for me.

It was pretty humiliating, actually."

"There've been a few angry mobs, but I was able to handle them," Noir said. "What about you, Peni?" The girl let go of his arm and groaned.

"Only if schoolwork counts. Nothing has come up in my dimension yet."

All eyes turned to Ham, who was tapping his foot against the ground impatiently. "Well, so glad you all finally let me speak! I've been dropping anvils on Doctor Octopussycat, chasing Kingpig around with my hammer, hunting down Ducktor Doom, having a few run-ins with Moosterio-"

"Okay, we get it," Peter groaned, holding his hand up to tell him to shut up. Ham blew a raspberry at him. "Oh, real mature," Peter huffed.

Aunt May shook her head, chuckling. "You're all like my Peter if he was split into three."

Peter nodded. "Alright then, so I'm the handsome, funny, charming part of him?" He asked.

Ham elbowed him in the stomach, which he was able to reach because he was standing on a table. "Whatever helps you sleep at night," he said sweetly. Noir shook his head, clearly disagreeing with the to alternate Peters.

Gwen sighed, trying to hide the small smile that was spreading across her face. "Hey Peni, how long does this protective shield thing last?" She asked, changing the subject.

Peni's face brightened, glad someone was finally asking the important question. "If I did everything correctly, then it should work for a few days before the power drains and it needs to be charged again. When that happens, we might start glitching. There would be a warning telling us to get back to our dimensions before it loses power though, so we should be fine. Probably."

Peter narrowed his eyes and raised one eyebrow at the "probably" part. "That's not exactly reassuring, but alright. I'll trust in the future tech. But if I die or anything, then I want a bigger tombstone than those two, capiche?" He said, pointing at Ham and Noir.

"I've got you covered," Miles said, promising him the larger tombstone.

"Hang on just a minute-"

"Hey, just because I'm a pig doesn't mean he should get the bigger tombstone!"

Well, this was just another friendly Spider-Gang argument.

* * *

 **A lot of exposition in this chapter, I know. Really it was to help me get them all in character so they don't feel off for the rest of the story. If you have any tips then let me know!**


	2. Slipping Away

The Spider-Gang had decided to go out on a patrol, just to do something, and because they all felt like something was off. They wanted to be careful and make sure that everything in the city was running smoothly, but they also made sure to stay out of sight. Which is a little hard to do when you're a large group of Spider-People. But so far, they hadn't been spotted by anyone.

They were all standing on a rooftop, looking at the city and its people below. The lights gave the city a feeling of warmth.

It was so bright and lively that Noir just couldn't wrap his head around it. Miles' dimension was just so different from his own. People walked the streets without fear, he could even hear kids laughing, which was a rare sound for his dimension. Part of him still thought that this was all some sort of crazy dream.

"So, what are supposed to be looking for again?" Ham asked. "We've been searching for like, five hours!"

Miles glanced at him. "It's actually only been forty-five minutes," he corrected.

Ham waved a hand as if he was swatting at something. "Whatever, same thing."

"It really isn't," Gwen said.

Ham was about to respond when they all felt their spider-sense go off like an alarm. Whatever it was they were searching for, they were getting closer to it.

"Okay... you guys felt that, right?" Miles asked them.

"Yeah," they all said at once.

After some more searching, they finally found the source. The building where the Collider was directly underneath. They all shared a look, their concern growing. Because if their spider-sense was telling them that something there was wrong, then something was definitely wrong.

"So, who wants to go first?" Peter asked. He looked down at the building. The lights were off and he couldn't see any people inside. But, there had to be something going on underneath.

"I'll go check it out," Noir said without any hesitation.

Miles' eyes widened. "Wait, shouldn't we go together as a team?" He asked. But, when he turned his head to look at Noir, the monochrome Spider-Man was gone. "How does he do that?" Miles asked, half to himself and half to the others.

"We need to go after him!" Peni said. Before, she had been sitting on SP/dr's head, but now she climbed into the suit. She had rebuilt it, and even made a few adjustments and modifications. "Let's go!"

* * *

Peter hadn't really ditched his friends on purpose. It was just that he had become so used to doing things by himself. Over the years, he had learned to only rely on himself. He still wasn't quite used to being part of a team. Anyone he had ever trusted in his dimension turned out to be just another grifter. Either that or they were dead. Neither two were great.

Now that he was actually there, roaming through the dark by himself, he wished he hadn't left his friends behind. He wondered if they were worried about him. But it seemed like it was too late to decide to turn back now. So, he pressed onward.

The light finally came into view as he saw the destroyed mess of the Collider, the machinery torn apart like limbs.

His spider-sense had brought him here for a reason, but what could it be? He'd have to investigate more, which was one of the things he was best at.

He looked at a piece of metal that was about a foot away from him. It was covered in long scratches and he could that it had been ripped off of something, and it didn't look like it was caused by an explosion. It looked like it had been torn by something with more force.

He turned toward another piece of debris, which was long and slender, and looked rubbery. At the end of it was almost something like a claw that seemed to be made for grabbing things. Wait a minute. He knew where he'd seen something like that before. Doctor Olivia Octavius. But, she was supposed to be dead, wasn't she?

Then again, he didn't see a body and Miles had said they never found it.

He had to go tell the rest of the Spider-Gang.

Peter felt his spider-sense go off again, telling him to duck. Instinctively, he crouched down, dodging whatever was trying to attack him.

He glanced up and saw a tentacle that looked like it had been trying to grab him. He turned around and saw Olivia Octavius or her criminal alias Doctor Octopus. She looked way too happy to see him.

"I must say, out of all the Spider-Men you were the last one I expected to see. But if you're here then that must mean you and your friends found another way to dimension hop," she said. Peter looked and saw that she did indeed have a missing tentacle, which had to be the one he had found. "I would've preferred the fat one, or maybe even the little one. What was his name again? Miles?"

"Keep your dirty tentacles off him," Peter grunted. He swerved to the side to dodge another tentacle, its claws snapping at him.

"Trust me, I don't think I'm the one you should be saying that too," she said slyly. "In fact, I think you'll be an excellent test subject for my next experiment." Peter didn't like the sound of that.

Before he could move, one of her tentacles wrapped around him and slowly began to crush him. He struggled and tried to move his arms around to get out of her grip. It was no use and he wasn't able to reach his pistol.

"Don't worry, this isn't enough to kill you. It'll just knock you unconscious," she said reassuringly, but he didn't feel any better about the situation

he was in.

The corners of his vision began to darken and he was unable to do anything about it besides gasp in a few more breaths of air before his eyelids slid shut and everything around him seemed to stop.

* * *

When Peter woke up again, he was no longer in the room with the Collider. Instead, he was in a lab that had a few lights on. There were conical lab jars, test tubes, and micropipette droppers on a table. He was strapped to a chair, his wrists stuck on the armrests and his legs were tied down as well. It almost looked like something from those crazy sci-fi movies.

He spotted Doctor Octopus a few feet away. She didn't have her whole evil supervillain suit on anymore. "Oh, good. I wanted you to be awake for this," she said, noticing him coming to consciousness. "Don't bother trying to escape, I made sure the straps were strong enough." She turned towards him, holding what looked like a shot. Peter didn't like where this was going.

She walked over to him, smiling. "Don't even think of touching me with that," Peter threatened, trying to inch away from her. She laughed.

"I don't think you're going to be stopping me. Besides, all this is is a little mind control serum. You'll be my first human test subject."

Peter's eyes widened underneath his goggles when she found an opening through his suit and injected it into him. Instantly, his muscles went slack and his struggling stopped.

Noir could feel his grasp on his mind slipping away and it was agonizing. The feeling of being pushed away, of losing control. It felt like he was drowning, suffocating in his own mind. He could feel the other presence inside of his head, whispering to him, telling him to do things that he would never do. He felt mental claws digging into his brain, changing him. The part that terrified him most is that he was starting to submit, to give in as if he wanted to. It was tempting him to give up. No, no, no. This couldn't be happening. This wasn't how it was supposed to go. He didn't want this!

To make things worse, the serum seemed to be changing his thoughts as well. When his friends had first come to pick him up from his dimension, he was the last one they came to get. Had they done that on purpose? Did they only bring him because they felt like the had to? Were they really even his friends? He had to stop thinking like that. They were his friends. They cared about him...

...Right?

* * *

The rest of the Spider-Gang had gone in to find their monochrome friend, but so far, they didn't have any luck. It was as if the guy had just disappeared.

Eventually, they found themselves in the room with the Collider.

"Do you guys think he came here?" Miles asked.

"I don't know where else he would've gone," Peter said, looking around at the eerie place.

Peni frowned and there seemed to be less sparkles in her eyes than before. "I hope he's all right," she said.

As if they had summoned him, Noir entered the room from another entrance they hadn't seen before. "Hey fellas," he greeted.

"Noir!" They all shouted at once and turned around towards him. "Where'd you go?" Ham asked.

"I checked the top floors before coming down here and I didn't find anything," he said and shrugged. "I don't have a clue for why we were supposed to come here." He said. "This place is just abandoned," he added.

"So, we just wasted our time?" Peter asked. "Well, that's great," he groaned.

Peni hugged Noir tightly. "I thought something bad happened to you," she whimpered.

"Let's just go back to May's house then," Gwen said. She looked ready to leave. "I'll see you guys there." She shot some web and then swung away. The others followed her, leaving just Miles and Noir.

Miles glanced at the black and white Spider-Man, who looked back at Miles and then after a moment started following the others. Miles stared after him before following. The faint buzzing of his Spider-Sense was still in the back of his mind and he didn't know why. But, he felt like it had something to do with Noir. Something just wasn't right.

* * *

Peter's body was moving on its own, as if it were on autopilot. Every step he took was another step in the wrong direction. Even when he tried to stop himself, it seemed like he just went faster, which he hated.

When he saw the rest of the Spider-Gang, he wanted to shout at them to leave and tell them to forget about him.

The lies were forced out of his mouth when he started talking to them and he couldn't close his mouth to stop them. He could've sworn that he almost stopped himself from saying one sentence, but that was all he could do. He barely felt the hug that Peni gave him.

The others were starting to leave and he noticed Miles looking at him. The kid had to notice that something was wrong, right? Maybe that would mean he'd be able to figure everything out and stop Peter before he did something to his friends he would regret. He left Miles behind and heard the thwip of webs as Miles followed.

Miguel O'Hara knew he needed to stop Alchemax. Not just in his dimension, but other dimensions as well. And that meant going back to the beginning, Earth-67. Of course, he quickly learned that the Spider-Man of that universe was very... annoying and refused to come with him.

So, he had to leave, telling himself he would come back later to convince the original Spider-Man.

However, in Earth-1610, Alchemax was brewing some trouble. They had developed a mind control serum which would definitely spell out bad news for the residents of that dimension. And to make it worse, they had used it on the Spider-Man from Earth-90214.

"Lyla, when will the goober be ready for me to use again?" He asked.

The holographic assistant appeared, her glow lighting up the room. "A few hours, maybe a day. And for the last time, it's a gizmo, not a goober!"

Miguel rolled his eyes. "Yeah, yeah, whatever."


	3. Betrayal

That feeling of unease never left Miles as they arrived back at Aunt May's house. He wondered if the others sensed it as he did. He had also been keeping an eye on Noir, who had been silent the whole time, not partaking in the conversation they had been having during their journey back to Aunt May's.

They were all sitting on the couch, watching some tv. Except for Noir, who was standing and didn't seem at all interested in the colorful images flashing across the screen like he usually was.

Miles leaned over to Gwen. "Does Noir seem off to you?" He asked, his voice barely more than a whisper. She stole a glance at Noir, who was behind her.

"Now that you mention it, he kind of does," Gwen replied. "Do you think something happened at the building? Is he not telling us something?"

Miles shrugged. "I'm not sure. Why would he keep something from us?"

Gwen was as clueless as Miles was. "Well, maybe he's just not be used to the whole team thing," she suggested. "I'm kind of still getting used to opening up my friends' positions again."

"Yeah, wasn't I the first person to make the cut?" He asked, not even bothering to keep himself from smiling. "And it all started from me literally pulling out your hair."

"And my mom freaked out when she saw my hair!" Gwen said, dropping the whisper. It was mostly because they weren't talking about Noir anymore, but it was also because she noticed him looking down at them. Her blood went cold. Had he heard them? Why did she care so much? It wasn't like Noir would ever hurt them. Why did she feel so afraid of him? Noir was their friend.

Still, though, the way he had been acting, the way he looked at them. It was putting up way too many red flags.

"Is it ready now, Lyla?" Miguel asked her. She scoffed and rolled her eyes.

"No, it's not. I already told you it would be a few hours. You're too impatient, you know that?" She said and let out a huff. She was typing something on a screen, pulling up a video from Earth-1610. "Nothing else major has happened yet in Earth-1610, if that's what you're really thinking."

Miguel let out a sigh of relief. "Good, because I wanna be there if something does happen. Just keep working on the goober."

"It's a gizmo!"

The Spider-Gang had gone back down to the Spider-Cave, since it was the biggest area where they could all hang out.

Aunt May was drinking a cup of tea when she heard an announcement over the radio.

Breaking news: The criminals who call themselves Tombstone and Scorpion have broken out jail while Wilson Fisk remains imprisoned. It is suspected that they had help from an outside force, although who or what it was remains a mystery.

"Well, looks like you all have a job to do today after all," Aunt May said. She turned to face the group of Spider-People, who were slipping on their masks, besides Noir and Ham, who already had their masks on.

"I guess it's go-time," Miles said, running to the elevator. All of the others followed him, including Noir, although he was a little slower, which didn't go unnoticed by the others.

Pretty soon, they were swinging through the rooftops, just a blur of color (for most of them). The city had no idea that the group of Spider-People had returned once again. Well, they were a secret for now, at least. They stopped on a building beside the prison, looking down at the police officers below.

"Let me go in first guys, I can handle this," Miles said. He jumped down and used a web to stop his fall before landing on the ground. He immediately spotted his father, who seemed to be talking to the prison warden.

"Officer Davis," Miles greeted, making his voice deeper like a full grown adult. "Did they find out anything else about the prison break?

Miles' dad turned around to see him, not surprised to see Spider-Man there. "Some security cameras picked up the criminals going in that direction, but we haven't caught them yet."

"I can go check it out," Miles suggested. "I'll just scout it out if that's what you want."

"If you have to engage, then do it," Officer Davis said after a moment of thinking.

Miles nodded. "Got it," he said and then swung back to the rooftop with his friends on it, who were still waiting just where he had left them. "My dad says they went that way," he said, pointing in the direction.

They all began to swing.

Peter B. followed Miles, staying close to his side. He would never admit it, but he saw Miles as if he were the son he had never had (well, he didn't have a son yet, but maybe in the future). If anything happened to the kid, he wasn't sure what he would do. That's why he dedicated himself to protect Miles.

So, when he got that feeling that something bad was going to happen to the kid tonight, he decided to stay even closer to the kid, just to be on the safe side. In fact, ever since they had gotten back from checking out the Collider, he felt like something had been off. He just wasn't sure who or what it was. But if it tried to hurt Miles, there was going to be some trouble for sure.

He was going to protect that kid until his final breath.

Soon, they came across a bunch of warehouses, some which seemed to be abandoned. A few were locked, others were wide open. Miles wasn't sure what was in some of them, but he suspected it was nothing good since all the warehouses at the name Alchemax plastered against them.

It was probably something like futuristic technological weapons or something else like that.

They stopped swinging and had started to walk instead.

Ham looked around at all the buildings and raised one eyebrow. "Well, this isn't at all creepy," he said. The midnight sky, the calls of some sort of bird, and to add one more thing to the load of creepiness a fog had fallen over the place.

"Yeah, no kidding," Gwen muttered.

"I'm scanning over the area for any other heat signatures," Peni informed them, typing something on her screen inside of SP/dr. "I'm not picking anything up. There isn't anyone here but us."

"So, we can leave then?" Ham asked hopefully.

"I guess so. I can report back to my dad," Miles said. He began to walk the other direction when his spider-sense went off again, stronger than it had been all day. Panic seized him when he felt someone grab him by the back of his suit and yank him backward, keeping an arm firmly around his neck. He tried to struggle, but it was no use.

"No one takes another step."

That's when Miles' heart fell and all the pieces fell together. The reason why Noir had seemed off. The reason his spider-sense had been warning him. That was Noir's voice. Noir was attacking him. Noir was betraying the team.

Peni Parker had trusted all of her friends. She trusted them with secrets, information, anything. She trusted them with her life. So when she saw Noir grab Miles and wrap an arm around him, she could feel her trust crumbling.

"No one takes another step."

No, no, no! Noir was supposed to be her friend. He was supposed to be someone she could confide in, someone she could trust. He was supposed to take care of her. She had begun to think of him more than just her friend, but... as a father figure. She had already lost one dad, she couldn't lose another. She had to know why he was doing this. She had to know why he was hurting them.

The last thing Peni expected was for Noir to pull out the gun.

Miles tried to escape from Noir, but his grip was too tight, too strong. Somehow, he had to get away. He listed ideas through his mind, trying to think of a solution. He could try to use his webs to pull a rock into his hand and bash it on Noir, but then he would end up hurting his... friend? He wasn't sure anymore. Friends don't do this to each other.

Maybe... maybe it was a prank! But judging from the others expressions, it definitely was not.

Then Miles saw Noir pull out his revolver and press it against his head and panic clutched his heart in its claws. He barely heard the next sentence that came out of Noir's mouth.

Flashbacks of his Uncle Aaron's death came back to him. The ear-splitting BLAM of the gun, Uncle Aaron falling backward, Kingpin pointing the gun at his uncle, Miles taking Uncle Aaron away from that place. The life leaving his uncle's body. Aaron Davis' last words.

You're the best of all of us Miles, you're on your way. Just... just keep going.

Miles couldn't handle it. He couldn't handle it. Fear was running through his veins, causing him to hyperventilate. He could feel tears begin to well up in his eyes, covered up by his mask. However, It was easy to see he was crying. You didn't have to be an empath to see that.

Miles had to find out how to get out.

Peter-but-not-Peter was walking alongside his team, right behind Miles. While he was walking, the thought -or well, command- came into his mind. He wanted to stop himself, but he couldn't. Any willpower he had left was slowly fading away and he wasn't sure how much longer he would still be there.

He tried to seize control of his arm as it grabbed Miles, but it was no use. The mind control serum was too powerful. He couldn't break free.

"No one takes another step." He heard himself say the words, but at the same time, they sounded far away, like he was underwater.

"Noir, what the heck are you doing?" The angry, confused voice of Peter B. reached his ears. This isn't me, he wanted to say. I'd never hurt Miles.

And Peni's face. Sweet, little Peni. The look on her face was sure to haunt him for forever. The heartbreak, the betrayal. She had to know that he would never willingly do this, right? If she did, she showed no sign of showing it. Her SP/dr mech took a step away from him.

Horrified, he realized he was taking out his revolver and was pointing it at Miles' head. Shock and fear replaced the anger and confusion on his friends' faces. "Nobody move or else the kid is a goner." He wondered, could they see how his hand was trembling? The only reason for that was that he was trying to let go of the gun so he could drop it. And maybe, for a split second, he could feel his grip on it loosen. Then it tightened again, maybe even holding it tighter than before.

To make himself feel even worse, he could hear Miles' sobs, which was crushing his heart. Miles said that his uncle had died and he'd been there when it had happened. Oh man, had his uncle been shot? The kid probably had some sort of PTSD from that. That was one of the reasons he was freaking out so much.

Suddenly, he felt his spider-sense activate and he turned around, seeing a portal open up. It was just like the ones that always brought them all here in the first place. Then, a Spider-Man with a dark blue suit with a red spider-emblem emerged from the portal and kicked him square in the face and he lost his grip on Miles.

Another Spider-Man had arrived.

Lyla's hologram popped up beside Miguel. "Uh Miguel, you may want to see this," she said and pulled up a large screen that showed the Spider-Gang walking in a village of warehouses when all of a sudden Noir grabbed Miles and pointed a gun at the kids' head.

"No," Miguel muttered, quickening his pace. "Is the goober ready now?"

Lyla nodded. "Yes, it is," she said, her tone furious. She handed it over to him and he opened the portal up. She never even bothered to correct him on the name.

Taking a few steps back, Miguel began to run towards it and he jumped into it and was beginning to aim his kick. Please, please let him not be too late.

Noir crumpled to the ground, unconscious from the harsh kick to he had received. Miles had stumbled over to Peter, who had a hand on his shoulder and kept trying to calm him down. Peni scrambled out of SP/dr and cautiously approached Noir. Ham was by her side.

Gwen was the only one who was looking at the strange new Spider-Man who had rescued Miles. "Thanks, but who exactly are you?" She asked him. He turned his head toward her.

"My name is Miguel O'Hara and I'm from the year 2099," he responded. "I need you all to come with me and I can explain what happened. Bring the body," he said and jumped back into the portal. The others shared a glance before reluctantly following. SP/dr grabbed Noir before going in.

Once they were all in, Peter asked the question. "Okay, you gotta tell us what's going on."

Miguel pulled up six different screens, which almost seemed like security cameras. "When your friend went into the wreckage of the Collider, he met Olivia Octavius."

"Yeah, we've met," Peter said.

"Anyways, she took him hostage and used a mind control serum on him, forcing him to do all of these things. None of it is his fault," Miguel finished.

"Then we need to help him!" Peni exclaimed.

Miguel nodded "I know. My assistant Lyla is trying to figure out a way right now, but it may take her a while," he said.

That's when Lyla appeared next to them. "A while? I'd like to see you do better," she retorted. "I'm faster than you'll ever be!"

He sighed. "Just keep working on it. Please?" He added.

"Only because you used the magic word. I'll let you know if I figure something out."


	4. Miles!

**Hey guys, I'm here with an update for the story. :D It's about time, right? Hope you all enjoy this chapter!**

* * *

A few hours had passed by and Lyla was still unable to figure out a cure for the mind control serum. Any idea she had turned out to be not right or not good enough. She was an AI, she was supposed to have all the answers! It was rare where there was a problem that she didn't have a solution for. But she just didn't have one.

It seemed like everyone was depending on her though. Miguel could probably find a solution eventually if she couldn't. At least, that's what she was hoping for.

Noir was still unconscious, which was a good thing. He was also tied up by webs, just in case he did wake up and tried to attack them all. This time, they were prepared for it. None of the Spider-Gang were one hundred percent sure they would be able to fight Noir, but Miguel knew he could. It wasn't like they would kill him.

Lyla glanced over at the other spider-people, who were talking with Miguel about the whole dimensional-glitching thing.

"How long are we going to have to stay here?" Miles asked Miguel.

"Well, long enough for your friend to get fixed and to figure out a plan to stop Alchemax. It's easier said than done," he said gruffly.

Miles didn't say anything after that. Instead, he looked over at where Noir was. Lyla was standing next to him, trying to find something to help him. Peni was sitting down beside him with SP/dr by her side. Miles felt bad for her. He knew that Peni had a closer relationship with Noir, almost like a father and daughter. It was like what he had with Peter, in a way. He hoped Noir would be ok.

* * *

It was pretty dark. Peter couldn't figure out if it was because of his mind being controlled or because he had just gotten knocked out. He felt like he could hear something. It sounded like someone was whispering something, but it was too faint to hear what they were saying. He was pretty sure they had never been there before. It was probably because of the mind control serum.

Thinking of that stupid serum, he still couldn't get over the fact that he had almost shot Miles. He could've killed the poor kid. If that had happened, he knew he would have never been able to forgive himself. He was just glad that the other Spider-Man had arrived when he did, or else things could've ended very differently. He preferred not to think about it.

* * *

Lyla wasn't really keeping track of the time, she was just searching for a solution. She had scanned over Noir and figured out what was in the mind control serum. Knowing that she could now gather ingredients to create a counter-serum that would hopefully work. If it didn't, then it was back to the drawing board. Again.

Miguel and the other Spider-People were, well, she wasn't exactly sure where they were at. She thought Miguel had said something about him taking the others to see the city, but she was pretty wrapped up in her work so she hadn't really been paying attention. She could always check for their location later.

If she remembered correctly, the little girl with eyes that took up half of her head, Peni, had been reluctant to leave but the others had persuaded her to come.

Lyla felt bad for the kid, she really did. Another reason to get the serum out of Noir and get him back to normal.

She had her back turned for only a few moments when she heard the snapping of webs and when she turned around, Noir was conscious and had somehow broken out of the webs with unnatural strength, even for a Spider-Person.

Before she could do anything, Noir aimed his gun at the very thing that was currently powering her. Then, he fired the gun and when the bullet hit its target, Lyla's world disappeared.

* * *

"-and this is the main Alchemax building, where the usual bad stuff happens," Miguel explained, looking at the tall skyscrapers that stood in front of them. It was bigger and a lot grander than the other buildings that were placed around it. Peni thought that the place was pretty cool, but it was no 3145.

It had been a while since they had left Miguel's Spider-Cave and while she was enjoying seeing his dimension, she was still worried about Noir. Had Lyla figured out a cure yet? If she had, was it finished and ready to be used? She knew she wouldn't know the answers until they got back, and the waiting was killing her!

A familiar tingling feeling began to stir inside her and she immediately recognized it as her spider-sense. It looked like the others recognized it too, because, at the same time, they all turned around. The first thing Peni spotted was a familiar silhouette staring down at them. However, she could tell he wasn't friendly.

Noir jumped down from the rooftop he was standing on, shooting a web at SP/dr's feet to keep it in place. After a little bit of struggling, it was eventually able to rip itself free.

Miguel wasted no time leaping into action, punching, kicking, and shooting Web at Noir, who was dodging the attacks like a robot who was just programmed to. It upset her to see her friend just a mindless drone. While Miguel hadn't hesitated, the rest of the Spider-Gang joined the fight a little more reluctantly. Even if they didn't want to fight, they had no choice.

* * *

Ham wished there was a way for the situation to lighten up, but it didn't seem like there was any way to make that happen. Noir was relentless and his attacks seemed like they were aimed to kill them, which Ham wasn't a real big fan of.

He pulled the gun out of Noir's hands using his webs. This was one of the many times he was grateful that he had been bitten by a radioactive pig because if he was still an itsy, bitsy, tiny spider he doubted he would be much help in something like this.

He takes his trusty hammer out of his pocket and bashes it into Noir's shoulder, enough to knock him off balance, but it wasn't hard enough to pop it out of place or anything else like that. Just what he would call a little nudge.

He just hopes they'll be able to stop Noir soon.

* * *

Miles just wanted this fighting to stop. He wished they hadn't gone to check out the wreckage of the Collider, because then none of this would be happening right now. Then again, if it had been a normal day, would he be the one to check out the Collider? He'd be by himself, and Octavius would've definitely gotten her hands on him. The rest was something that sent chills down his spine. If Octavius had managed to capture him instead of Noir, then she'd force him to terrorize his own city and his family. He could never let that happen.

While he was helping his friends try and stop Noir, he didn't notice the web from Noir's wrist fly towards him. Well, maybe he did, but he didn't see it in time. It grabbed onto his ankle and before he could do anything else, he was flung towards one of the nearby buildings. Miles doesn't have any time to grab onto anything to save himself.

The only thing he could do was raise his hands in front of his face to protect it, right before he collided into the building and his vision went dark.

* * *

Noir isn't sure what to do. He's tried to break free, he knows that he's tried. But the stupid serum was just too strong. He wasn't certain if his friends would be able to get him to snap out of it either. All he had was hope, which was something he had never really relied on before. The only person he had relied on was himself, really.

There were a few times where he tried to stop himself, but as usual, nothing happened.

However, when he slammed Miles into the building (which wasn't one of the windows) and saw the kid made no attempt to get to safety after he started to fall, something inside of him broke free.

 _"MILES!"_

He wasn't sure if it was his voice that had shouted it or he just screamed it inside his head, but he was able to take control of one arm and shoot a string of web to catch Miles. It felt like thousands of needles were stabbing themselves into his arm and it hurt, it really did, but he wouldn't just watch Miles fall.

He tugged on the web, pulling Miles up to the roof he was standing on.

The moment of control only lasted a few more seconds though. Once again, he was pushed to a place where he could do nothing but watch.

* * *

Peter went after Miles right away when he saw him start to fall. He raced towards the kid and extended his hands, ready to grab him. But before he could, Miles was pulled away, back towards the roof somehow. He looked to see who had caught him and he was shocked to see that it was Noir who had saved him. Now that he thought about it, he did remember someone calling out Mile's name. Had it been Noir who shouted it?

He felt hope surge through him. Noir was still in there, which meant they could still save him. All they had to do was knock him out again. And last time, they had had the element of surprise. This time, they just had to face him head-on.

* * *

 **What will happen next? Is Miles okay? Will they be able to knock out Noir again? Find out next time! Hopefully the wait isn't as long!**


End file.
